The Girl of Steel in The Age of Marvels
by justsomerandomwriter
Summary: What if instead of being in the DC universe, Kara was in the Marvel Universe. And what if she was the one to arrive as a baby and not Clark Kent. Join her as Kara Kent lives her life in the Marvel Universe. Befriending the future Spider-Man and see as these two grow as friends and possibly something more.
1. Chapter 1

Chapter 1: Welcome to New York

 **A/N: Welcome to my brand-new series of Supergirl in the Marvel Universe. I got the idea from there never being a story of where Kara is in the Marvel Universe. Kara is mostly her TV self but she looks more like she does in the comics. Her costume is going to be Pre-Flashpoint. Peter on the other hand will be a mix of Ultimate and 616. Supergirls villain's will be a mix of Marvel and Superman villain's. No Clark will not be in this, just Supergirl. With that I hope you enjoy this first chapter. Feedback is greatly appreciated.**

 _15 Years Ago_

 _A small red truck is driving across the open night Kansas air. Martha and Jonathan Kent are driving home from visiting friends in New York. After almost a 3 day trip they are almost home. Martha Looking up out from her passenger seat._

" _May's nephew looked so adorable Jon." Maratha remarked as her husband drove. "We always wanted children of our own. Seeing Ben and May just made me want one."_

 _Jon briefly smiled at his wife as he drove. "It just wasn't in the cards for us dear. If we tried to save up for adoption we'll be too damn old."_

 _His wife sighed and looked down, when she looked up in the night sky and saw something that made her let out a scream._

 _It was a ship crashing into the field._

 _Jonathan Kent looked at his wife then saw the burning small ship in the distance he stopped the car._

" _Jon we have to make sure no one was hurt. Someone could have been in that thing."_

" _We don't know that Martha, It could have been a satellite." Said Jonathan said as he gripped the steering wheel, But Martha wasn't having any of it she opened the car door and ran out into the night. She ran towards the smoldering rocket that had now formed a crater in the corn field. Jonathan was right behind her with a flashlight in hand. Then they heard a noise._

 _The sound of a baby crying._

 _Martha didn't waste any time as her husband followed suit._

" _Jon, I think I see a door help me get this open!"_

 _Martha started pulling on the lose door as the cries could be heard louder and louder. Jon put the flash light down and the two managed to swing the door wide open. They looked in the strange craft and there in a small blue bundle with an S shaped device was small blonde, blue eyed baby girl._

 _Martha picked up the small child and rocked her in her arms. She cooed as the baby began to stop crying. Jon looked at the baby confused and bewildered that someone put a baby in that thing! The child reached its hands with a smile that melted the Kent's hearts._

" _We should keep it…. How about Sarah or Mary or-. "_

" _Martha, we don't know where she came from for all we know someone could have put her in there by mistake or she's not from here"_

 _Martha looked at her husband with a serious look, "we've always wanted children of our own…. maybe this is our opportunity." She said as she looked at the little girl now asleep in her arms. Jonathan couldn't help but look at the kid and sigh. "How about Kara….it was my sisters name." replied her husband. Martha's eyes looked up at her husband with tears in them. Finally, they could have what they always wanted. A family of their own with little Kara Kent._

 **Present Day**

Kara stared out the truck window as they rolled up their new house. From Smallville, Kansas to Queens New York was all kinds of weird. After carrying the last of the boxes inside of the house Kara went to close the back of the truck. She noticed from the corner of her eye 3 people standing outside of the house next door.

"You must be Kara, We're friends of your folks. I'm Ben Parker, this is my wife May and our nephew Peter." The old man said with a smile.

"You can take the bus with Peter tomorrow for school. You're going to Midtown right dear?" Said May Parker.

Kara nodded. "Yes ma'am." She looked at Peter with a soft smile and waved goodbye. She entered the house where her parents were putting pots and silverware in the kitchen.

"Kara did you meet the Parkers", called Kara's mom.

"Yeah mom, just another family I need to be normal around."

She sighed and with her incredible speed ran up to her room upstairs and unpacked within minutes. Sitting on the bed Kara looked out her window to see Peter doing what looked like homework from his desk. He smiled at her and gave her a small wave and Kara returned it with a wave of her own. At least she'd have a friend for school the next day.

 _XxX_

Kara felt sunlight hit her eyes, as soon as she was able to open her eyes she knew something was wrong. She was floating, a quick yelp escaped her lips as she came crashing on her bed. Her parents quickly ran into her room.

"Are you okay sweetie!"

"I think…I was floating" Kara said with a groan. Her parents looked at each other and sighed they couldn't keep the secret forever, but now wasn't the time. Her parents assured her that everything was alright and that they'd talk about this after school. With her speed, she got dressed and was out the door.

The late summer air hit Kara in the face as she looked to see Peter walking towards the bus with two other people. "Hey Peter, wait up! "Kara called out running towards the three individuals. While running her glasses fell off and she tripped in front of the three friends.

"You okay?" asked Peter stretching out a hand. Kara took it nodding putting on her glasses with a light blush on her face.

"I can be a klutz sometimes, I get it from my mom." She said with a light giggle

"Pete aren't you going to introduce us to your new friend?" asked the red haired girl.

"Kara these are my two best friends Harry Osborne and Mary Jane Watson." Peter said with a smile as the four of them made their way to the bus stop.

"Where are you from Kara?" asked Harry.

"Smallville, Kansas" the blonde responded.

"Long way from home aren't ya smallville, how's the big apple treating you? Asked MJ.

Kara laughed at the nickname, "I've visited New York before. My mom got offered a job here and my dad wanted to sell the farm. I like the city its always been a second home to me."

The four friends talked as the bus stopped and they got on the bus. Kara couldn't help but notice that Peter was looking at a girl who was sitting next to a huge blonde haired jock. The boy noticed this and stuck his foot out of the isle. Peter went faced first, but the impact never came. He felt an arm pull him back and pull him up. Kara had grabbed the end of Peters backpack and stop his fall.

"That's what you get for looking at my girl Parker. Why don't you sit your ass down with your new little freak.

"Whatever you say Flash." Peter replied to with a hint of sarcasm. "How about instead of picking on me why don't you worry about your biology class, I am your tutor after all." Flash was about to comment but the girl next to him put her hand on his shoulder.

The rest of the bus ride went off with a hitch and the four went to their classes of the day. Kara didn't have a rough time with anyone. She was about to enter her next class of the day biology when she heard Peter's voice.

"We don't have class today Kara, we got a field trip. Sorry I forgot to ask you about your schedule. We're going to Harry's dad's corporation."

That's when the last name hit her, Osbourne as in Oscorp. She was so going to give Harry hell for being the son of one of the most famous researchers in America. As the four friends were reunited for their field trip and entered the city. Kara couldn't help but be amazed by the scale of all of the buildings. She'd been to New York on many occasions but it always managed to leave her breathless. They saw Iron Man and Thor fly up in the sky heading towards downtown. In the Age of Marvels no one shined brighter then Earths Mightiest Heroes the Avengers.

"So what's this field trip about?" asked Kara.

"My dad's company is having an exhibit of genetic mutations of different animals. Supposed to be the next evolution or something like that." Replied Harry. Kara nodded and the four of them laughed and took pictures of the city and themselves with Peter's camera.

XxX

The exhibit room was a huge giant room with all kinds of different species of insects. What interested the group of four friends the most, spiders. Peter continued to take Pictures of the different locked up exhibit, but he couldn't help but look through the lenses and get a glimpse of Gwen Stacy. He was just about to snap a photo of a particular spider when he felt a sharp pain on his hand.

Reeling back, he caught the glimpse of what looked like a spider falling off his hand, and a huge red swollen bite mark. All of a sudden, he felt dizzy like he couldn't see straight and everything began to spin. "Guys, I think I need some air." His friends all looked at him worryingly.

"Pete, do you need my aunt to call your uncle?" asked MJ worryingly as she led him to a nearby bench away from the huge group of people.

Peter shook his head no and told everyone he was fine. After the field trip and on their way home Peter rested his head against Kara and she could feel that he was burning up. After getting off the bus she helped Peter up his front steps and his aunt helped him inside. The two women said their goodbyes and Kara headed off to her house.

Once inside she noticed her mom and dad. They were sitting on the couch, her father had what looked like silver container in his hands. Her mother had a tissue box and her eyes were red from crying. Jonathan Kent looked at his adoptive daughter in the eyes.

"Kara, we need to talk."


	2. Chapter 2

Chapter 2: Truth and Tragedies

 **A/N: Thank You to all those who enjoyed the first chapter of this story. I got yall a longer chapter this time and I hope yall enjoy it as well. I don't know when the next chapter will be up as exams are coming up soon. I hope you guys all enjoy and have a great day.**

"Mom, Dad what's this all about" asked Kara as she sat on the chair across from her parents. Her father held a small metal triangle shaped box. She couldn't tell what was on the box though with her fathers hands in the way.

"It's about your parents….and where you came from." Said Jonathan Kent in a soft somber tone. "We didn't adopt you from a normal family Kara,We found you in a spaceship of some kind. When we found you we had your baby blanket and this thing we never could get it open. We think it might be from your parents, your real parents." He held out the container for Kara to reach and Kara took it.

The container was light, small and had a S shaped symbol that covered the container. As Kara's hands guided over the S a small tag opened up where a fingerprint should be opened up.

"Kara, no matter who you are or where you come from your still our daughter and we love you." Whispered her mother.

She placed her thumb on the black slip and the entire scene changed. Her parents and house were gone and now she was standing in what looked like an observatory. There were machines, a gigantic looking telescope and at the center of the room, a rocket ship.

"Hello Kara." Said a male voice.

Kara turned to see a man and woman in red and black robes. "My name is Jor-El, and I am your father, your name is Kara Zor-El."

"And I am Alura, we are your parents."

"This is impossible How-" , but Laura was cut off.

"You are the sole survivor of Krypton, our home planet was destroyed and we sent you away so you could have a life of your own. We sent you to Earth knowing of its properties. As you may have already figured out your much stronger and faster than any other human being. You will gain other abilities as well, but we sent you so you could become a beacon of hope. The symbol on that container is the House of El. It is a symbol of both Peace and Wellbeing, but most importantly a symbol of hope."

"We love you Kara do good in the world make your home a world of peace." Said the woman who called herself her mother. As soon as this was said the image faded and she was back in her home. Her hands shaking Kara dropped the metal container.

"Kara, honey are you okay?"

"I'm not a freak, I'M NOT." She screamed the last part as she punched a wall. Her parents moved forward to comfort her but she ran out the door into the night.

Running down the street she couldn't stop crying. She ran past cars and people, they all seemed to move so slow to her. She was so pre-occupied with all the thoughts in her head she didn't see the car ahead of her. As she saw it she tried to leap over it. And leap over it she did, the next moment Kara was high above in the sky looking down at queens and the rest of New York City. She was actually flying in the air.

At first shock and fear ran down her spine, but then a realization hit her. If she had these powers she could do good in the world, like the X-men, Fantastic Four or even the Avengers. Her real dad had said something to her that struck a chord with her, a symbol of hope. Kara could use these abilities to let the world know that they were safe with her that they had nothing to fear.

She giggled in glee as she flew through Manhattan racing by through the city lights no one bothered to look up. This was New York they were used to seeing people fly overhead with their god like powers or suits of armor. After a few minutes of flying around the city in complete bliss she decided to make her way home.

Martha and Jonathan were almost about to call the police when the Kent's heard the sound of Kara's footsteps just outside the porch. They ran out and hugged their adopted daughter closely.

"I'm so sorry for running out like that I love you both and thank you for taking me in I love you both so much. No matter what you're my real parents" Kara said as tears ran down her cheeks. She felt awful for leaving them like that and scaring them. No matter what even though she wasn't from this world and was technically an alien this was her home no matter what.

XxX

Peter Parker woke up slowly and groggily not only had he managed to look like a complete dofus in front of Gwen but he got sick as well. But something seemed different, no headaches or fevers running anymore, he felt fine. He put on his glasses, but when he put them on he couldn't see at all out of them. When he took them on he noticed he could see perfectly without them.

'This is defiantly not normal, People just don't get sick and can miraculously see without glasses.' Peter got up and went into the bathroom to get ready for school. As he passed the mirror in his bathroom he noticed a big difference, he had abs. Whatever that spider-bite did it possibly made his life a whole lot better.

"You seem a lot better today. Are you sure your okay to go to school Peter?" asked his Aunt May as shewas cooking her husband breakfast. She worried about her nephew ever since Richard and Mary died that boy became Ben and May's world.

"Yes Aunt May, ill see you guys later I'm late for school!" Peter called back as he ran through the house and out the front door. As he ran towards the bus stop at a quicker pace than usual he noticed up ahead that the bus had already stopped and was on its way to the school.

That's when Peter kicked it up into high gear and started running as fast as he could in about a few minutes he was right behind the bus. He could see Flash and the rest of the jocks mocking and laughing at him, but not Gwen. She gave Peter a sympathetic look and yelled at the bus driver to stop the bus but to no avail. Peter could see MJ, Harry and Kara doing the same but still to no avail. The bus eventually picked up speed and left Peter behind.

XxX

Peter eventually made it to school by taking a taxi he was still late but at least he made it to school. His friends were in the hall at their lockers when they saw him coming towards them. "And finally, Mr. Parker graces us with his presence." Said Harry sarcastically. Which got a chuckle from both Kara and MJ.

"Why thank you for the introduction Mr. Osbourne" Peter replied with a laugh as he got his textbooks.

"At least you look better Pete." Said MJ

"Yeah you practically look different." Added Kara.

"I just felt a lot better guys I'm fine I promise." Was Peter's response. But with Kara's hearing she could tell his heartbeat was off when he said it. She didn't know what, but she'd ask him about it later.

Just as Peter and the gang were about to head for class when he felt a buzzing in the back of his neck, Peter turned just in time to see a football heading straight for him. It looked like it was going in slow motion he put his hands up with the ball almost inches to his face.

Flash who had thrown the ball and everyone around the area stood in shock. Peter looked at everyone who stood in silence "God Parker you are a freak. "said someone in the hall.

Peter shook his head and mumbled "I'm sorry "as he ran out of the building. Kara was going to catch up with him but MJ pulled her back. "He'll be okay he just needs to go cool off we gotta go or we'll be late for class."

Peter ran into the nearest bathroom and looked at himself in the mirror. Something was really wrong with him its like he wasn't even human. Whatever that spider bite did to him it changed him. Was it radioactive?

As the day went on the four friends were having lunch in the cafeteria. Kara was telling a story of her life in Smallville. Peter on the other hand was thinking about the spider bite. He tried picking up his fork but it just stuck to his hand. He noticed Gwen walking by and she gave him a polite wave he then noticed she was about to slip.

He wanted to call out to her but it was too late she was about to fall when Peter leapt into action wrapping his arm around her waist. Catching the tray as well as her food on it. Gwen couldn't help but stare at Peter in awe. This defiantly was not the same Peter Parker that she knew.

Flash got up from where he was and walked towards Peter with a look of hate in his eyes. He pulled Gwen away from Peter then grabbed him by the shirt. He pushed Peter up a nearby wall.

"You don't touch my girl Parker." He pulled his fist and threw a punch right at Peter's face. To most people it felt like only a second, but to Peter he had all the time in the world. He kicked his feet up off flash and was able to cling to the bare wall missing the place here his head would have been had he stood there. Then as Flashes hand connected with the wall everything went back to normal . He noticed he was still sticking to the wall and let go before anyone really questioned how he was doing it.

Flash went for a second punch but this time Peter grabbed flashes hand and flipped Flash on his back. The whol3 cafateria stared in complete shock and silence as a teacher led Peter to the principal's office and another attended to flash to check if he was alright.

XxX

About an hour later after a conversation with the princible and call to his Uncle Ben Peter was sent home early for the rest of the day. As Peter walked out to meet his uncle he could tell that he did not look happy it wasn't a look of anger, but a look of disappointment.

"I didn't mean to-" Peter started to say as he entered the car but Uncle Ben motioned his hand for Peter to be quiet.

With a look of disappointment Uncle Ben sighed and said. "Peter, you can't go beating people up without a good reason. I know he started the fight but you got to be smart. You broke the boys hand for Christ sake! Peter ive always believed that with great power come great responsibility. You got to use your head before you use your brute strength."

The two of them drove in silence for the rest of the car ride home Uncle Ben didn't understand he was tired of being bullied. Maybe with these new powers he could maybe make some money for himself and get a car to impress his friends and even maybe Gwen. That's when Peter hatched an idea.

Later in the week Peter found out about a wrestling promotion that would give prize money for winning a match after match. Peter took up this offer after creating a red and blue suit with webbing a mask and with a spider on his back and chest.

When he got to the building where the matches were taking place he gave them his ring name as The Amazing Spider-Man. Peter was an instant hit win after win and the cash started flowing in. That is until one night it stopped coming.

It was a late show and the promoter was in his office smoking a cigarette when Pete came in holding the envelope that they usually gave peter for his money.

"This was only $150, I was supposed to get paid $300 for the match. What the hell man!" yelled a very pissed off Peter.

The promoter just smiled and let out a puff of smoke. "Listen kid this is a business I gotta make money too and that means cutting your pay. So I forgot when that was my problem to hear your sob story." Peter wanted to ball his fist and punch this guys lights out but he didn't care. He threw the envelope at the promoter.

"You can go to hell." He said as Peter walked out of the office and into the hall.

After walking down a hall a man bumped into him sometime later with what looked like a bag.

"Hey stop that guy!" yelled the promoter who look busted up now with a black eye and a busted lip. "What the hell you could have stopped him."

"I fail to see how that's my problem sir" replied Peter and continued walking away. Now all Peter had to do was get to the library to see his uncle ben so he could get home.

Walking down the street he saw a large group of people ariund the steps of the library and cop cars.

"We have an elderly man shot in the abdomen he's bleeding out fast. We need an ambulance now"

Peter rushed forward through the crowd. It couldn't be no not Uncle Ben his heart was racing a mile a minute as he pushed his way through the large group of people. Then he saw him laying in the ground in his own blood.

He shouted and screamed for his uncle ben as he was pushed back by officers. Then overhearing the officers say that the car was stolen and headed west to the east side. He was going to make this man pay for what he did.

Putting on his costume to make sure no one saw him he climbed the nearest building and began his pursute. After about an hour of following the police cars and jumping from rooftop to rooftop Peter found what he was looking for. Uncle Bens car was parked just outside an old abandoned warehouse.

He jumped to the nearest window and let himself in by punching the glass and heading inside. Crawling up the ceiling he noticed the man right away with a gun in his hand and a bag over his shoulder. It was the same guy as before and Uncle Ben was dead because Peter didn't stop him. He moved until Peter was right on top of the man and then descended on his attack.

Feet First with Peters feet connecting with the man's head. He started throwing hard punches each blow to the man cracked a bone in his body. The man was screaming for his life until Peter beat him to unconsciousness. After that he heard the door being kicked in by the NYPD. Peter scaled the wall and out the window he came in.

Taking off his mask he began to cry his eyes out. It was all his fault that Uncle Ben was dead and he had to live with the consequences.

'I promise you uncle Ben no one's going to go through this. Not while im alive you told me with great power comes great responsibility. I now know what I have to do with this power given to me.'

XxX

Kara was watching the Late Late Show when an emergency broadcast was being issued. A man in blue suit was looking at the camera and he was nervous. An image of a plane that was coming in from Boston looked like it was on fire, and heading straight for the city.

"We just got word that a united airliner has lost both engines and is on a collision course for Times Square. Police are evacuating the area as quick as they can. Lets hope the Avengers are watching this where ever they are."

Kara looked at her parents with a look of worry. Her parents looked at each other than at their daughter in approval nodding their heads. "Go Kara, show the world who you really are." Said her father.

Kara beamed a bright smile and using her speed she went upstairs retrieving her costume that her mother had sewn her. Made from the cloth of her blanket her costume was a blue long spandex shirt. With the symbol of the house of El in a red triangle outline, a yellow interior and a red shaped S. Her cape had the same symbol with it being the color yellow and golden edges of the cape and a red skirt.

She smiled at herself and flew out her window to downtown Manhattan. Kara could see the airline above her and had an idea. With her breath, she was able to get the fires out from the blown engine and made her way to the nose of the ship. Using her strength Kara grabbed the nose of the ship and began to embrace for impact. This was going to hurt like hell.

She felt her feet hit the ground and skid down the street of time square. She pushed back against the plane as it kept on moving forward with the wings of the ship going through buildings. She felt the plane slow down as it was getting closer to a group of people who were all shocked to see the new hero being able to stop the plane all by herself.

Finally the plane came to a halt just inches before it reached the police barrier barrier and the people behind people cheered as Kara ripped of the plane door and the passengers exited the plane. The people of earth had a new shining beacon of hope.

XxX

When Peter got home he already saw the cop car in front of his house and a police officer talking to his Aunt. When she saw Peter walking up the steps of his house in civilian clothing she ran over and hugged him as the two cried it out. Nothing would ever be the same for them after this.


End file.
